Sui v Jiang

[2021] NSWCA 285

NSW Court of Appeal

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Interrogate

Catchwords

1. Contract
2. › Construction
3. › Written contract in foreign language
4. › Contract largely in Mandarin entered into between non-lawyers without legal assistance
5. › Whether contract entitled investor to transfer shareholding or to obtain title to proportion of land
6. › Competing translations
7. › Whether literal meaning of concluding sentence governed legal meaning of entire contract
1. Contract
2. › Construction
3. › Objective approach to construction
4. › Imperfectly drafted contract
5. › Text read as a whole in light of context and purpose
6. › Commercial sense
7. › Whether absence of provisions dealing with practical consequences told against one construction

Quick Take

When a court construes a contract drafted in a foreign language between non-lawyers, it applies the same objective construction principles, reads the contract as a whole in context, and does not allow the literal meaning of one clause to fix the legal meaning of the entire contract.